# ELECTRONIC DATA GATHERING, ANALYSIS, AND RETRIEVAL > Briefs, arguments, decisions, and more. URL: https://www.frixlaw.com/law-library/documents/agency%3Asec%3Ad7bd7d4a5cabe541 ## Record - **Collection:** Agency decision - **Document type:** Agency decision ## Text ® EDGAR Filer Manual Volume I General Information ® EDGAR ELECTRONIC DATA GATHERING, ANALYSIS, AND RETRIEVAL Version 4 August 2007 Notice Use this EDGAR® Filer Manual when making electronic filings with the United States Securities and Exchange Commission (SEC or "Commission"). See Rule 301 of Regulation S-T. The EDGAR Filer Manual consists of three volumes. EDGAR Filer Manual (Volume I) General Information introduces the requirements for becoming an EDGAR Filer and maintaining EDGAR company information. EDGAR Filer Manual (Volume II) EDGAR Filing illustrates the process to submit an online filing. EDGAR Filer Manual (Volume III) N-SAR Supplement is a guide for preparing electronic submissions of Form N-SAR. ________________________________________________________ For up-to-date information regarding filing-related topics, consult the following EDGAR websites: - Information for EDGAR Filers (http://www.sec.gov/info/edgar.shtml) - EDGAR Gateway to submit filings (http://www.portal.edgarfiling.sec.gov) - EDGAR Company Database (http://www.edgarcompany.sec.gov). ________________________________________________________ EDGAR® and EDGARLink® are registered trademarks of the Securities and Exchange Commission. EDGARLite™ is a trademark of the Securities and Exchange Commission. All other product brand names mentioned in this Filer Manual are trademarks or registered trademarks of their respective holders. Note: New EDGAR software releases include modifications to the EDGARLink software and EDGAR submission templates. Please download, install, and use the new EDGARLink software and submission templates to ensure that submissions will be processed successfully. To protect the privacy of our filing community, filers are asked not to include social security numbers in filings submitted to the Commission. August 2007 EDGAR Filer Manual (Volume I) Updates: As of June 26, 2006, the issuance of series and class identifiers was removed from the EDGAR Filing Website’s “Retrieve/Edit Data - Enter Series and Classes (Contracts) Information” web page. However, the EDGAR Filing Website’s “Retrieve/Edit Data - Enter Series and Classes (Contracts) Information” web page must still be used to maintain Series and Classes (Contracts) information such as name, status, and ticker symbol. On October 30, 2006, EDGAR Release 9.5 introduced the following changes: • The modification of Form 10-K and Form 20-F to add an “Accelerated Filer Status” indicator to the header of electronic filings The modification of Form 10-K and Form 20-F was in support of Release No. 338644, Revisions To Accelerated Filer Definition And Accelerated Deadlines For Filing Periodic Reports. It implemented a required Accelerated Filer Status indicator in the EDGAR header for submission types 10-K, 10-K/A, 10-KT, 10-KT/A, 20-F and 20-F/A; this indicator may take the values {“Large Accelerated Filer”, “Accelerated Filer”, “Non-Accelerated Filer”} as defined in Release No. 33-8644 or “Not Applicable” (to be used for filings with a period that occurred before the accelerated filer definition went into effect). This indicator is supported in EDGARLink Submission Template #3. • The modification of Form 15 to add a “Duty to File Reports Remains” indicator to the EDGAR header of electronic filings The modification of Form 15 included in the EDGAR header for submission types 15-12B, 15-12B/A, 15-12G, 15-12G/A, 15-15D and 15-15D/A the information from the form related to “Duty to File Reports Remains”. The “Duty to File Reports Remains” indicator is required, it may have a value of ‘Yes’ or ‘No’, and it must be specified for all registrants associated with a Form 15 filing. This indicator is supported in EDGARLink Submission Template #3. On December 11, 2006, EDGAR Release 9.5.c introduced the following changes: • The addition of electronic Transfer Agent Forms to be used for filing with the SEC (except for cases of Temporary or Continuing Hardship) in lieu of the equivalent paper forms The addition of electronic forms for the filing of registration, annual reporting and withdrawal of registration of transfer agents was in support of amendments to Rules 17Ac2-1, 17Ac2-2, and 17Ac3-1 (Release No. 34-54864, Electronic Filing of Transfer Agent Forms). The EDGAR Release 9.5.c implemented electronic submission types TA-1, TA-1/A11, TA-2, TA-2/A and TA-W. The new submission types are available from the EDGAR OnlineForms/XML Website as EDGARLite 1 TA-1/A represents an amendment to a Form TA-1 which was previously submitted on EDGAR. EDGAR Filer Manual (Volume I) August 2007 templates implemented under the Microsoft® Office InfoPath™ 20032 program – it is necessary to install InfoPath™ 2003 with at least Service Pack 1 on your PC to use these templates. In addition, a new process for filing with the SEC was implemented at this time: • If the Transfer Agent has previously filed with the SEC (and has a CIK), it must use the Convert Paper Only Filer to Electronic Filer functionality (EDGAR Filer Manual, Volume I, Section 3.3.1) on the EDGAR Filer Management Website to get access to EDGAR prior to making a filing with the SEC. When the SEC is the Transfer Agent’s Appropriate Regulatory Agency (ARA), the Transfer Agent must submit a TA-1/A filing to EDGAR electronically to refile its Form TA-1 information as previously filed and including any amendments thereto. Transfer Agents who are registered with an ARA, which is not the SEC, are not required to refile their Form TA-1 electronically in EDGAR. • If the Transfer Agent has not previously filed with the SEC (i.e., it does not have a CIK), it must Apply for EDGAR Access via the EDGAR Filer Management Website (EDGAR Filer Manual, Volume I, Section 3.2) prior to making a filing with the SEC. When the SEC is the Transfer Agent’s ARA, it must submit a TA-1 filing on EDGAR in order to become registered as a Transfer Agent with the SEC. After completing the above steps (as appropriate), the Transfer Agent will be able to electronically submit Form TA-2, Reporting Activities of Transfer Agents and Form TA-W, Notice of Withdrawal from Registration as a Transfer Agent, to the SEC on EDGAR. On May 21, 2007, EDGAR Release 9.6 introduced the following changes: • Enabling the electronic filing of Form 15F for use by foreign private issuers in terminating a registration of a class of securities under Section 12 (g) of the Securities Exchange Act of 1934, or to suspend its duty to file reports under Section 15(d) of the Securities Exchange Act of 1934 The enabling of the electronic filing of Form 15F was in support of Release No. 3455540, Termination of a Foreign Private Issuer’s Registration of a Class of Securities under Section 12(g) and Duty to File Reports under Section 15(d) of the Securities Exchange Act of 1934. It allowed new submission types 15F-12B, 15F12B/A, 15F-12G, 15F-12G/A, 15F-15D and 15F-15D/A to be filed on EDGAR as of June 4, 2007. These new submission types were added to EDGARLink Submission Template #3. • Upgrading the EDGARLink Java Runtime Environment (JRE) to version 1.5 The EDGARLink JRE will be upgraded from version 1.4 to version 1.5. On August 20, 2007, EDGAR Release 9.7 will introduce the following changes: 2 Please note that the Filer may use InfoPath 2003 or InfoPath 2007. August 2007 EDGAR Filer Manual (Volume I) • Expanding the current interactive data/eXtensible Business Reporting Language (XBRL) voluntary reporting program to enable mutual funds to submit exhibits containing tagged risk/return summary information attached to N-1A submission types Expanding the current interactive data/ XBRL voluntary reporting program to enable mutual funds voluntarily to submit supplemental tagged information contained in the risk/return summary section of their prospectuses on submission type N-1A is in support of Release No. 33-8833, Extension of Interactive Data Voluntary Reporting Program on the Edgar System to Include Mutual Fund Risk/Return Summary Information. The risk/return summary information should be tagged using the Investment Company Institute (ICI) Risk/Return Summary Taxonomy and submitted as an EX-100 exhibit. EDGAR Filer Manual (Volume I) August 2007 Table of Contents PREFACE.................................................................................................................................... IV 1. INTRODUCTION TO VOLUME I .................................................................................. 1-1 1.1 Organization of this Manual ........................................................................................ 1-1 1.2 Conventions Used in this Manual................................................................................ 1-1 2. GENERAL INFORMATION FOR FILERS ................................................................... 2-1 2.1 How to Obtain the EDGAR Filer Manual ................................................................... 2-1 2.2 Hours of Operation ...................................................................................................... 2-1 2.3 Introduction to Web Browsers ..................................................................................... 2-1 2.3.1 Browser Differences .......................................................................................................................... 2-1 2.4 Accessing EDGAR ...................................................................................................... 2-2 2.5 EDGAR Hardware and Software Requirements.......................................................... 2-3 2.6 Getting Help with EDGAR.......................................................................................... 2-3 3. BECOMING AN EDGAR FILER .................................................................................... 3-1 3.1 Getting Ready .............................................................................................................. 3-1 3.1.1 Accessing the EDGAR Gateway ....................................................................................................... 3-5 3.1.2 Accessing the EDGAR Filer Management Website .......................................................................... 3-6 3.1.3 Navigating the EDGAR Filer Management Website (EFMW) ......................................................... 3-7 3.2 New SEC Filer: Applying for EDGAR Access ......................................................... 3-10 3.2.1 Overview ......................................................................................................................................... 3-10 3.2.2 Application (Form ID)..................................................................................................................... 3-11 3.2.3 Assembling and Submitting the Form ID Application .................................................................... 3-20 3.2.4 Defining a Passphrase...................................................................................................................... 3-27 3.2.5 Authentication Documentation ........................................................................................................ 3-32 3.2.6 Application Acceptance and Applicant Notification ....................................................................... 3-33 3.3 Current SEC Filer: Applying for EDGAR Access .................................................... 3-33 3.3.1 Current Paper Only Filer ................................................................................................................. 3-33 3.3.2 New Serial Company....................................................................................................................... 3-38 3.4 Creating an Asset Backed Securities Issuing Entity.................................................. 3-42 3.5 Examples of Notification Messages .......................................................................... 3-47 3.5.1 August 2007 Form ID Application Messages ....................................................................................................... 3-48 i EDGAR Filer Manual (Volume I) 4. 5. 3.5.2 Convert Paper Only Filer to Electronic Filer Request ..................................................................... 3-50 3.5.3 EDGAR Access for New Serial Companies Request ...................................................................... 3-52 GENERATING EDGAR ACCESS CODES .................................................................... 4-1 4.1 Generating All EDGAR Access Codes........................................................................ 4-1 4.1.1 Requesting an EDGAR Passphrase ................................................................................................... 4-4 4.1.2 Update Passphrase Request ............................................................................................................... 4-9 4.1.3 Changing your CCC or Password.................................................................................................... 4-11 4.1.4 Creating a Passphrase for the First Time ......................................................................................... 4-15 MAINTENANCE OF COMPANY DATA ....................................................................... 5-1 5.1 Login to EDGAR ......................................................................................................... 5-1 5.2 Accessing Submission and Company Information ...................................................... 5-1 5.3 Retrieve Company Information ................................................................................... 5-3 5.4 Edit Company Information .......................................................................................... 5-5 5.4.1 Series and Classes (Contracts) Information....................................................................................... 5-8 5.5 Logging in with a Different CIK ............................................................................... 5-20 6. INTRODUCTION TO FILING ON EDGAR .................................................................. 6-1 6.1 Filing Preparation and Submission .............................................................................. 6-1 6.2 EDGARLink Forms ..................................................................................................... 6-1 6.2.1 Creating an EDGARLink Filing ........................................................................................................ 6-1 6.2.2 Transmitting an EDGARLink Filing ................................................................................................. 6-2 6.2.3 Additional Filing Transmission Methods for EDGARLink Filings .................................................. 6-2 6.3 Online XML Forms...................................................................................................... 6-3 6.3.1 Creating an Online XML Form ......................................................................................................... 6-3 6.3.2 Transmitting an Online XML Form................................................................................................... 6-4 6.4 Filer-Constructed Technical Filing Specifications ...................................................... 6-4 6.4.1 XFDL Technical Specification .......................................................................................................... 6-5 6.4.2 XML Form Type Technical Specification......................................................................................... 6-5 6.4.3 Transmitting XFDL and XML Form Types ...................................................................................... 6-6 APPENDIX A. GLOSSARY OF COMMONLY USED TERMS, ACRONYMS, AND ABBREVIATIONS............................................................................................................ A-1 APPENDIX B. FREQUENTLY ASKED QUESTIONS ........................................................B-1 APPENDIX C. AUTOMATED NAME CONFORMANCE RULES................................... C-1 EDGAR Filer Manual (Volume I) ii August 2007 PREFACE Welcome to the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system of the U.S. Securities and Exchange Commission (SEC). EDGAR provides an electronic filing process for filers and filing agents submitting documents under the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, and the Investment Company Act of 1940 (collectively, "Acts"). When you have determined that you have a requirement to file electronically on EDGAR, you must follow a specified process. The first step of this process, applying to be an electronic filer, is covered in this manual. The EDGAR system has built in a number of safeguards that require you to complete a formal application process before you can access most of the EDGAR Filer Websites. After you complete that process, you will be able to generate new or replacement access codes that allow you to start filing on the system. These codes also provide access to other sites that allow you to create certain types of filings, or to update your company information. The two EDGAR Filer Manuals are designed to help you follow this process. The first volume of this manual covers the application process and outlines how to keep your company data, which is stored in EDGAR, up-to-date. The second volume helps you understand the tools provided by the SEC for constructing and transmitting electronic submissions. The SEC accepts electronic submissions through the Internet or direct dial transmissions. EDGAR will disseminate that information and you may view electronically submitted filings in the SEC's Public Reference Room in Washington, DC, through commercial dissemination services, or by using the SEC's website on the World Wide Web (http://www.sec.gov). Do you need to file through EDGAR? Whether or not you need to submit filings on EDGAR will depend on the form type(s) you are required to submit. For those requirements, refer to Regulation S-T, Rule 101 [Mandated Electronic Submissions and Exceptions]. Rules Governing Forms and Filing Information EDGAR provides you with an electronic means to submit information to us. It does not change the content of what you submit. Regulation S-T mandates electronic submissions of filings by all domestic and foreign registrants. Regulation S-T also provides the general requirements and procedures for electronic filing. You may find copies of Regulation S-T in the Federal Register and the Code of Federal Regulations (17 CFR Part 232) in our Public Reference Rooms. You will also find Regulation S-T under the Division of Corporation Finance area on the SEC's website (www.sec.gov) under Forms and Associated Regulations, EDGAR. Please see the EDGAR Filer Manual Volume II for a detailed listing of laws and releases that affect electronic filing. You may obtain copies of this material from our SEC website (www.sec.gov). EDGAR Filer Manual (Volume I) iv August 2007 1. INTRODUCTION TO VOLUME I 1.1 Organization of this Manual This volume is divided into chapters and appendices. The paragraphs and subparagraphs are numbered for easy reference (e.g., 1.2, 3.6.1). The chapters of this volume primarily refer to the process of registering as an electronic filer on EDGAR and maintaining your company information. The following outline shows you where to find information in this volume. An index is also provided at the end of this document. CHAPTER 1 – Introduction CHAPTER 2 – General Information for Filers CHAPTER 3 – Becoming an EDGAR Filer CHAPTER 4 – Generating EDGAR Access Codes CHAPTER 5 – Maintenance of Company Data CHAPTER 6 – Introduction to Filing on EDGAR APPENDICES: A Glossary of Commonly Used Terms, Acronyms, and Abbreviations This glossary contains terms, acronyms, and abbreviations used in the Filer Manual. B Frequently Asked Questions Answers to some of the questions asked most frequently by EDGAR filers. C Automated Name Conformance Rules for Company and Individual Entity Names Appendix C explains the conformance rules that will be automatically applied to Company and Individual Entity Names entered in the EDGAR system. 1.2 Conventions Used in this Manual As you read this volume you should notice attributes assigned to certain types of text: • August 2007 Instructions to press a key on a keyboard or click a button on the screen appear in square brackets and in title case: 1-1 EDGAR Filer Manual (Volume I) • • • • • ◊ Press [Enter] ◊ Click [Module/Segment] Titles of check, dialog, and list boxes, fields, functions, options, processes, queries, reports, pages, tables, and windows appear in title case: ◊ Submission Type list box ◊ Name field ◊ Company Information query ◊ Return Copy check box Menus, menu options, radio buttons, and statuses appear in title case and have double quotation marks around them: ◊ “Test Filing” radio button ◊ From the “Edit” menu, select “Copy” ◊ “Busy” status Directories and file names appear in bold text: ◊ The C:\temp directory ◊ Click on the EDGARInstaller.exe icon Keystroke combinations appear between less-than and greater-than brackets and in upper case: ◊ ◊ Internet Hyperlinks appear underlined: ◊ Home EDGAR Filer Manual (Volume I) 1-2 August 2007 2. GENERAL INFORMATION FOR FILERS 2.1 How to Obtain the EDGAR Filer Manual You can download the latest version of the Filer Manual from our website (www.sec.gov) under “Information for EDGAR Filers.” The Filer Manual is also available in HTML format on the EDGAR Filing Website (https://www.edgarfiling.sec.gov). You can also purchase the latest version of the EDGAR Filer Manual from Thomson Financial, formerly Disclosure, Inc., at the following address: ATTN: Thomson Financial Public Reference Room US Securities and Exchange Commission 100 F Street, NE Room 1580 Washington, DC 20549 Or, call Thomson Financial at one of the following numbers: (800) 638-8241 (301) 951-1350 2.2 Hours of Operation EDGAR accepts new filer applications, new filings, and changes to filer data each business day, Monday through Friday, from 6:00 a.m. to 10:00 p.m., Eastern Time. Transmissions started but not completed by 10:00 p.m. Eastern Time may be canceled, and you may have to re-submit on the next business day. 2.3 Introduction to Web Browsers The EDGAR system uses web-based technology to make submitting filings easier and faster. Web browsers read code called Hypertext Mark-up Language (HTML). Many people have become familiar with HTML since they have used the Internet. We use a browser as an integral part of EDGAR, providing our interface to the EDGAR Filing Website. 2.3.1 Browser Differences There are two industry standard browsers currently in use today: Netscape Navigator and Microsoft Internet Explorer (IE). The EDGAR Filing Website does not support Netscape version 6.0. Both browsers comply with Secure Socket Layer (SSL) communications that you will use to reach the EDGAR Filing Website, and are easy to obtain. Which browser you use is a personal preference. This section covers some functions that are innate to browsers, how your browser August 2007 2-1 EDGAR Filer Manual (Volume I) should be set up, and the differences between Netscape and IE. You should be aware that there might be subtle differences if you are using IE or other versions of Netscape. Netscape Menu Bar Internet Explorer Menu Bar Figure 2-1: Browser Menu Bars Both browsers have very similar navigation functions: [Back], [Forward], [Stop], and [Reload] buttons, Current Address Location fields, as well as buttons for performing other functions such as printing and saving. The largest difference between the two browsers is button appearances and where to update the preference settings. For detailed information on your browser, see your browser’s user manual or help function. The browser window works similarly to all windows, in that it can be maximized, minimized, and sized. The default menu bar contains buttons that help you navigate the Internet; however, these buttons do not necessarily help you navigate EDGAR. For the purposes of logging into EDGAR, downloading files, submitting filings and company queries, or updating company information, these buttons do not apply. Some of the functions you can use are Bookmark, to mark the EDGAR Login page for easy accessibility; Back, to correct, add, or remove criteria from a query; and Security, to turn on or off your security functions. When you login to an EDGAR website, please read the Welcome Page. It contains updated information about EDGAR, including filing requirements, system changes, new versions of software tools and submission templates, and other related information. 2.4 Accessing EDGAR To access EDGAR, a filer must have EDGAR access codes. New filers and filers who want to file in another capacity (e.g., filing agent or training agent) must use Form ID to apply for EDGAR access codes. You must file Form ID electronically and fax to the Commission an accompanying manually signed and notarized authentication document. If we do not receive your fax, we cannot process your application. Details of this process are covered in other sections of this manual. Once you have obtained your access codes, you will be ready to login to EDGAR, download submission templates, transmit submissions, run company queries, update your company information, or change your password/CCC (CIK Confirmation Code). EDGAR Filer Manual (Volume I) 2-2 August 2007 2.5 EDGAR Hardware and Software Requirements The following list states the recommended system requirements: • • • • • • • PC with the following: ◊ 500+ MHz processor ◊ Windows 95 version B or higher, 98, 2000, NT, or XP Note: EDGARLink is not supported on Windows 95 ◊ 128 MB of RAM recommended; less may cause program or system performance problems ◊ Hard Drive with 100 MB of disk storage to install the software and 20–30 MB of disk storage for submission preparation and transfer Monitor (color recommended, but not required) Printer (recommended, but not required) Internet browser: Netscape Navigator version 7.0 or higher or Internet Explorer version 5.0 or higher and supporting 128-bit cipher strength. Java should be enabled in the browser. EDGARLink and the EDGAR Filing Website do not support Netscape 6.0 Word processing or spreadsheet applications having the option to save documents as standard ASCII or HTML text Internet or direct dial access through a telephone/data line and a modem/router. In some cases, you may need to use a PBX telephone/data line. If you are using a PBX line, you may need to modify the telephone number that is used for direct dial connections We recommend you use the default settings during the EDGARLink install If you have questions about your PC configuration, check with the manufacturer. 2.6 Getting Help with EDGAR For Procedural and Technical questions, contact Filer Support You can reach our Filer Support Branches in the Divisions at (202) 551-8900. These offices respond to general EDGAR questions like how to become a filer, the form ID process, how to get to the Websites, how to update filer information, filing of forms, and header tags. Filer Support is available each business day from 7:00 a.m. to 7:00 p.m. Eastern Time. For general fee information, contact our Fee Account Services Branch in the Office of Financial Management at (202) 551-8989. For Substantive questions, contact your Division For filing content, rule interpretations, filing date adjustments, and hardship exemption requests, contact the division that reviews the filing, the Division of Corporation Finance or Investment Management, during normal business hours 9:00 a.m. to 5:30 p.m., Eastern Time. Division of Corporation Finance: August 2007 2-3 EDGAR Filer Manual (Volume I) For help with filings reviewed by the Division of Corporation Finance, contact the Office of EDGAR and Information Analysis in the Division of Corporation Finance at (202) 551-3600. Division of Investment Management: For help with Form 13-F, call the IM Chief Counsel inquiry line: (202) 551-6865 For help with Form N-SAR or Form 24F-2, call the N-SAR/24F-2 inquiry line: (202) 551-6703. For help with investment company filings (except Forms 13-F, N-SAR and 24F-2), call the IM EDGAR inquiry line: (202) 551-6989. • • For questions concerning post-acceptance corrections and withdrawals, first please read our notice, “IM EDGAR Post-Acceptance Corrections” on the Information for EDGAR Filers web page (http://www.sec.gov/info/edgar.shtml). For questions concerning series and classes (contracts), first read our notice, “Series and Class (Contract) Notice and FAQ’s,” on the Information for EDGAR Filers web page (http://www.sec.gov/info/edgar.shtml). EDGAR Filer Manual (Volume I) 2-4 August 2007 3. BECOMING AN EDGAR FILER 3.1 Getting Ready To automate the process of submitting a Form ID application, the SEC has developed the EDGAR Filer Management Website (EFMW). At this website a potential filer can file the Form ID application, generate access codes (new/replacement), update a passphrase (required security code), convert from a paper only filer to an electronic filer, and obtain access codes for serial companies. You can access this website directly through its Uniform Resource Locator (URL): https://www.filermanagement.edgarfiling.sec.gov or through our EDGAR Gateway. The EDGAR Gateway allows you to navigate between the multiple EDGAR websites more easily. It is located at: http://www.portal.edgarfiling.sec.gov. It is strongly recommended that you bookmark this website or add it to the Favorites list in your browser. This section describes the process that a new filer must follow to gain access to EDGAR. It also describes how to access the EDGAR Gateway and EFMW. For the EFMW, it covers the functionality that it provides, including how to create and submit a Form ID application electronically. Before you can use the EDGAR system, you must submit a Form ID application to be accepted as an EDGAR filer. (Refer to Section 3.2, New SEC Filer: Applying for EDGAR Access, for more information. If you wish to create an Asset-Backed Securities Issuing Entity, refer to Section 3.4, Creating an Asset Backed Securities Issuing Entity.) An EDGAR filer can be a registrant, a third-party non-registrant filer, a transfer agent, a third-party agent filing for another individual or entity, or a training agent. EDGAR filers may send submissions on their own behalf or use a filing agent. Training agents may only send test submissions. A duly authorized person, such as a partner, president, treasurer, corporate secretary, officer, or director, must sign the Form ID. Section 16 filers may have someone with their power of attorney sign the Form ID. Filing agents such as financial printers cannot sign this Form on behalf of the issuer unless they are specifically authorized to do so in writing on behalf of the issuer or Section 16 filer. The documentation should accompany the Form ID. As an applicant for EDGAR access codes, you must indicate whether you are a filer, filing agent, or training agent as defined in Part I of the Form ID General Instructions. If you plan to file on EDGAR in more than one capacity, a separate Form ID must be completed and submitted for each capacity. For example, if you want to make EDGAR submissions as a registrant, and as a filing agent, and as a training agent, you must submit a separate Form ID for each filing capacity. You will receive three separate sets of CIKs and access codes. It is mandatory to include the registrant’s Tax Identification Number (TIN) to establish domestic companies. This is for companies only, not individuals. If you do not have your TIN when you submit your initial Form ID, you may add it to the EDGAR database by going to the EDGAR Filing Website and adding it to your company’s information. August 2007 3-1 EDGAR Filer Manual (Volume I) You must file your Form ID application electronically via the EDGAR Filer Management Website, then you must fax the required manually signed and notarized authentication documentation to the SEC. Intentional misstatements or omissions of facts constitute federal criminal violations. See 18 U.S.C. 1001. Section 3.2, New SEC Filer: Applying for EDGAR Access, contains instructions on how to do this. You can print various EDGAR-related forms (e.g., Form TH, Form SE) from the www.sec.gov website. You can also request additional copies from the SEC’s Publications Office by calling (202) 551-4040, or by making a written request to the following address: ATTN: Publications Branch US Securities and Exchange Commission Mail Stop L610 100 F Street, NE Washington, DC 20549 You must fax the manually signed and notarized authentication documentation associated with your electronic Form ID to the following office: US Securities and Exchange Commission ATTN: Filer Support (202) 504-2474 or (703) 914-4240 You may contact Filer Support at (202) 551-8900 if you require additional information. After we accept your Form ID application, you will receive instructions on how to obtain the following four access codes: • CIK -- Central Index Key: The CIK is a number that we assign to each entity that submits filings to us. Use of the CIK allows us to differentiate between filing entities with similar names. A CIK is used to identify all filers, both EDGAR and nonEDGAR. Individuals should use their own CIK number and password each time they logon to EDGAR, even if their filings relate to different registrants. ◊ Using the CIK to Login and Identify Submitter Registrants: The CIK is the one EDGAR access code that is available to the public. In EDGAR, the CIK is used with a password for login identification (sometimes referred to as a login CIK). This identifies the submitter, which could be a registrant, a non-registrant, a filing agent, or a training agent. The CIK is also used with the CCC in submission headers to identify the registrant. The CIK is a permanent identifier; you may not change it. You can login to EDGAR using any valid CIKpassword combination. The login CIK will be part of the unique identifier for the submission. EDGAR Filer Manual (Volume I) 3-2 August 2007 • CCC -- CIK Confirmation Code: The CCC is a code of eight characters having at least one number (0-9) and at least one special character (@, #, $, *). The CCC is case-sensitive and you must use it exactly as created, either in upper or lower case. Because the CCC is case-sensitive, if you use lower case letters when the CCC is created or changed, you must use lower case letters when entering the CCC in submission headers. To avoid confusion, we do not use the number 1 (one), the lower-case letter “l” (el), the number 0 (zero), or the capital letter O (oh) in assigning codes. We suggest that you also avoid using these numbers and letters when changing your CCC. You will need both a CIK and its corresponding CCC to submit a filing. ◊ Releasing the CCC To Filing Agents and Financial Printers: If you use a filing agent, you may release the CCC to your agent because you must include a CCC in your submission. When a thirdparty agent submits a filing for you, the agent uses its own login CIK and password to establish authorization to make a submission. However, the agent must use your CIK and CCC in your submission in order to identify you as the entity for which the submission is being made. ◊ Changing Your CCC: We recommend that you change your CCC after a third-party filing agent has used it for a submission on your behalf. You may also want to change your CCC for security purposes. You will find procedures for changing the CCC in Chapter 4. • Password: The password is a code of eight characters having at least one number (09) and at least one special character (@, #, $, *). The password is casesensitive and you must use it exactly as created, either in upper or lower case. You use it in combination with a CIK to identify the entity making a submission. This entity may be you, or a filing agent, or the law firm who files on your behalf. Since a CIK is public information, a second, confidential code is necessary to ensure that whoever is sending a submission to EDGAR is authorized to do so. You must enter both a CIK and a password to access EDGAR. The CIK is public and you may give it and the CCC to your agent to make submissions on your behalf, but you should hold the password in strictest confidence. ◊ Changing Your Password: We encourage you to change your password frequently, at least annually. You will find procedures for changing a password in Chapter 4. To change a password, you must use a Password Modification Authorization Code (PMAC). Your password will expire 12 months after it was created or last changed. If you are locked out of August 2007 3-3 EDGAR Filer Manual (Volume I) EDGAR because your password has expired, you may generate a new set of EDGAR access codes (PMAC, password, CCC) via the EDGAR Filer Management Website using your passphrase. If you have also forgotten your passphrase, you must request a new passphrase (also via the EDGAR Filer Management Website) before you can generate a new password. A request for a new passphrase must be accompanied by authentication documentation, and it must be accepted by the SEC, so be sure to keep your password up to date. (Refer to Section 4.1, Generating All EDGAR Access Codes, for instructions on how to generate a new set of EDGAR access codes and how to request a new passphrase.) • PMAC -- Password Modification Authorization Code: You must use the PMAC to authorize a change of password. The PMAC is a code of eight characters having at least one number (0-9) and at least one special character (@, #, $, *). The PMAC is case-sensitive and you must enter it exactly as created. It is a very private code, and only one or two persons in an organization should know this code. If you misplace or have forgotten your PMAC, you may generate a new set of EDGAR access codes (CCC, password, PMAC) via the EDGAR Filer Management Website (https://www.filermanagement.edgarfiling.sec.gov) using your passphrase. The CIK is public and you may give it and the CCC to your agent to make submissions on your behalf, but you should hold the PMAC in strictest confidence. Part of the process of submitting an electronic Form ID application is to specify an EDGAR passphrase: • Passphrase: The passphrase is used to generate a set of EDGAR access codes (PMAC, password, CCC). The passphrase follows the PMAC formatting and usage rules (see PMAC). Because it can be used to generate the EDGAR access codes, the passphrase is a very sensitive code that should be strictly controlled. Access to it within your organization should be extremely limited. As mentioned previously, requesting a new passphrase must be done via the EDGAR Filer Management Website, it must be accompanied by manually signed and notarized authentication documentation, and it must be accepted by the SEC. (Refer to Section 4.1, Generating All EDGAR Access Codes, for instructions on how to generate a new set of EDGAR access codes and how to request a new passphrase.) The SEC does not keep these codes on file. It is the responsibility of the individual designated as the Contact for EDGAR on the Form ID to provide these codes to the EDGAR filing parties, and to keep the codes secure. Section 16 filers must provide their EDGAR codes to their EDGAR contact at each of the companies for which they are insiders if the companies are going to file on their behalf. Only ONE set of EDGAR codes will be valid for each individual, so it is EDGAR Filer Manual (Volume I) 3-4 August 2007 essential that all relevant companies be given the codes. Only one Form ID should be submitted for a registrant or an individual applicant. Note: To protect the integrity and security of the data you send, you must limit the number of people who know your CCC, password, and PMAC. 3.1.1 Accessing the EDGAR Gateway Any potential filer can access any of the EDGAR Websites by using the EDGAR Gateway into the EDGAR system. Please execute the following procedure: 1. Connect to the Internet. 2. Go to the EDGAR Gateway http://www.portal.edgarfiling.sec.gov The EDGAR Gateway page appears (see Figure 3-1: EDGAR Gateway Page). This page functions as a gateway to all EDGAR Websites. As such, it is strongly recommended that you bookmark this page or add it to the Favorites list in your browser. 3. Read the questions and determine which one identifies what you want to accomplish. If you are a new filer, click on the link that says, “Would you like to become a new filer or generate new access codes”. The Website Welcome page for the EDGAR Filer Management Website will appear. Figure 3-1: EDGAR Gateway Page August 2007 3-5 EDGAR Filer Manual (Volume I) 3.1.2 Accessing the EDGAR Filer Management Website Another way to access the EFMW is to go directly to the website by executing the following procedure: 1. Connect to the Internet. 2. Go to the EFMW https://www.filermanagement.edgarfiling.sec.gov The EFMW Home page appears (Figure 3-2: EDGAR Filer Management Home Page). This page functions as a gateway to the website. 3. Click the [Press Here to Begin] button. The EFMW Welcome page appears (Figure 3-3: EDGAR Filer Management Welcome Page (Top)). This page provides access to the electronic Form ID application and other capabilities provided by the EFMW. Figure 3-2: EDGAR Filer Management Home Page EDGAR Filer Manual (Volume I) 3-6 August 2007 Figure 3-3: EDGAR Filer Management Welcome Page (Top) 3.1.3 Navigating the EDGAR Filer Management Website (EFMW) Once you access the EFMW, an option menu appears on the left-hand side of the browser window. This menu allows you to navigate easily through the EFMW without having to return to a menu page. This menu is broken down into two different sections: • • August 2007 Filer Management Support 3-7 EDGAR Filer Manual (Volume I) Figure 3-4: EFMW Welcome Page Menu Note that clicking Home merely redisplays the EFMW Welcome page. This menu item exists for consistency with other EDGAR websites (such as the OnlineForms/XML Website) and to support future functionality. Please note that the links open pop-up windows, so users should not disable pop-up displays. 3.1.3.1 Filer Management In the Filer Management section, there are five links: • • • • • Apply for EDGAR Access (New) Generate Access Codes (New/Replacement) Update Passphrase Convert Paper Only Filer to Electronic Filer EDGAR Access for New Serial Companies By clicking Applying for EDGAR Access (New), you can create a Form ID application and submit it to the SEC for acceptance. A Form ID application is typically submitted by: • • A [potential] filer who has not previously filed with the SEC in any media or A current filer who needs to file in a new capacity3 Acceptance of a Form ID application results in the creation of a new Central Index Key (CIK).4 For more details, please refer to Section 3.2, New SEC Filer: Applying for EDGAR Access. 3 “Capacity” in this context is one of the following: filer, filing agent or training agent. It refers to the applicant, not the person filling out the form. EDGAR Filer Manual (Volume I) 3-8 August 2007 When you click on Generate Access Codes (New/Replacement) and enter your CIK and your passphrase5, you are presented with EDGAR access codes (for an existing CIK) that are needed to perform common “filing” activities. (These EDGAR access codes are the Password Modification Authorization Code [PMAC], the password, and the CIK Confirmation Code [CCC]). For more details, please refer to Section 4.1, Generating All EDGAR Access Codes. By clicking Update Passphrase, you can create a request for a new passphrase and submit it to the SEC for review and acceptance. This capability allows an existing EDGAR filer who has forgotten or wants to change his or her passphrase to get a new passphrase. With a new passphrase, the filer can regenerate the PMAC, password, and CCC. For more details, please refer to Section 4.1.1, Requesting an EDGAR Passphrase. By clicking Convert Paper Only Filer to Electronic Filer, paper filers can create a request for EDGAR access and submit it to the SEC for review and acceptance. This capability allows the filer to file electronically with the SEC in the future. For more details, please refer to Section 3.3.1, Current Paper Only Filer. By clicking EDGAR Access for New Serial Companies, you can create a request for EDGAR access for a new serial company and submit it to the SEC for review and acceptance. This capability allows a serial company that was previously created via the submittal of a form 424B filing to specify a passphrase for access to EDGAR (after the request has been accepted by the SEC, the serial company can use the passphrase to get the access codes [PMAC, password, and CCC] that are needed to file with EDGAR). For more details, please refer to Section 4.1.1 Requesting an EDGAR Passphrase. 3.1.3.2 Support In the Support section, there are two links: • • 3.1.3.2.1 General Help Frequently Asked Questions General Help If you need help while using the EFMW on the Internet, click on General Help from the menu to bring up the General Help page (Figure 3-5: EFMW General Help Page) that displays a list of help topics. When you click on a topic, you are shown information or additional links to specify the type of assistance you need. 4 The CIK is a number that is assigned to each entity (company or individual) that submits filings to the SEC. Use of the CIK allows us to differentiate between filing entities with similar names. A CIK is used to identify all filers, both EDGAR and non-EDGAR. 5 The EDGAR passphrase is a security code that is used to generate a set of EDGAR access codes. August 2007 3-9 EDGAR Filer Manual (Volume I) Figure 3-5: EFMW General Help Page 3.1.3.3 Frequently Asked Questions Click on Frequently Asked Questions (FAQ) to open the EFMW Frequently Asked Questions page. The FAQ page answers the questions about the EFMW that have been asked most often. You may find the answers helpful while using the EFMW. Click on the hyperlink topic to display the answer in the lower portion of the window. 3.2 New SEC Filer: Applying for EDGAR Access This section walks you through the process of applying for access to EDGAR for applicants who are new to filing with the SEC or who need to file with the SEC in a new role (e.g., filing agent or training agent). Filers who have previously filed with the SEC on paper and who need to begin filing electronically should follow the instructions in Section 3.3.1, Current Paper Only Filer. New serial companies that need EDGAR access should follow the instructions in Section 3.3.2, New Serial Company. 3.2.1 Overview The process of applying for access to EDGAR consists of two parts as follows: • • Composing and submitting a Form ID Submitting Authentication documentation Access to EDGAR will not be granted to a potential new filer until both parts have been completed. The SEC will not accept a Form ID application until both documents have been received. The Form ID is created and transmitted electronically, it will not be accepted as a paper form. The Authentication documentation is a manually signed and notarized hardcopy document that is faxed to the Branch of Filer Support. (Refer to Section 3.2.5, Authentication Documentation, for details.) Within the context of a Form ID, the EFMW will: EDGAR Filer Manual (Volume I) 3-10 August 2007 • • • • • • Allow you to provide all of the necessary information required by the SEC rules on an appropriate data gathering form (Form ID) Allow you to provide your signature and signature date Allow you to verify the information on the form Allow you to edit information on the form where necessary Allow you to upload attachments (i.e., cover letters, exhibits, or correspondence) Allow you to review and confirm your information and then print the submission for your records Remember, the Form ID is a legal document. Consider these important notes when composing your Form ID using the EFMW: • • • • • 3.2.2 Intentional misstatements or omissions of facts constitute federal criminal violations. See 18 U.S.C.1001. Submission of a Form ID with missing required information will be considered incomplete and will not be accepted – all required fields must be completed. There is no capability to save work in progress, so it is important for you to have all of the information necessary to complete the form before you begin to assemble your submission online. You can exit the window at any time to discard your work in progress and start over. Only one applicant per Form ID is allowed (however, a method is provided to make it easier to submit multiple Form ID applications from the same browser window). Application (Form ID) This section outlines the process for composing a Form ID application using the EFMW and then transmitting the submission to EDGAR for processing. Note: The instructions provided for the paper Form ID are pertinent to the information that is entered on the electronic Form ID data entry page. These instructions are available on the SEC website http://www.sec.gov. Before beginning, gather all required information. Be especially sure to do the following: • • • • Determine the correct filer attributes: applicant type and company/individual indicator Ensure that you have identified the necessary contacts (for both EDGAR matters and for accounting and billing information) Ensure that you have proper and valid postal addresses, telephone numbers and email addresses at hand Prepare any attachments, such as a cover letter or exhibit, save them in the correct format and have the file names identified.6 6 ASCII (*.txt file extension) and HTML (*.htm file extension) attachments are accepted; PDF and graphic formats are not accepted. August 2007 3-11 EDGAR Filer Manual (Volume I) The first step for composing a Form ID application is to bring up the Form ID data entry form. This is accomplished as follows: 1. Connect to the EFMW Welcome page (refer to Section 3.1.2, Accessing the EDGAR Filer Management Website). 2. Click on Apply for EDGAR Access (New) in the menu bar. 3. A new browser window opens and the data entry page for the Form ID application appears (Figure 3-6: EDGAR Apply for EDGAR Access (New) Page (Top)). 4. Enter the Form ID data, described in the following subsections. Figure 3-6: EDGAR Apply for EDGAR Access (New) Page (Top) The information on the Form ID data entry page is sectioned into five parts: Applicant Information Basic information about the applicant, i.e., the company or individual that wishes to file with the SEC. Filer Information Additional information about the applicant when the applicant is a company. Contact for EDGAR Information, Inquiries and Access Codes Information about the person who is the applicant’s point of contact for EDGARrelated information and queries. EDGAR Filer Manual (Volume I) 3-12 August 2007 Contact for SEC Account Information and Billing Invoices Information about the person who is the applicant’s point of contact for “financial” information and queries. Signature Information Typed signature of the applicant, the authorized representative of an applicant that is not an individual or the individual authorized to sign by the individual applicant or authorized representative. Note that the information to be entered is not the same for all applicants and that the data entry page is customized based upon the values of the filer attributes (Applicant Type and Company/Individual indicator). The “parts” that are required are based upon these filer attributes are specified in Table 3-1: EDGAR Form ID, “Parts”. Table 3-1: EDGAR Form ID, “Parts” Applicant Type “Form ID” Data Entry Block Applicant Information Filer Information Contact Information Account Information Signature Information Part I Part II Part III Part IV Part V Filer (Company) Yes Yes Yes Yes Yes Filer (Individual) Yes No Yes No Yes Filing Agent (Company) Yes No Yes Yes Yes Filing Agent (Individual) Yes No Yes Yes Yes Training Agent (Company) Yes No Yes No Yes Training Agent (Individual) Yes No Yes No Yes Transfer Agent (Company) Yes Yes Yes Yes Yes Transfer Agent (Individual) Yes No Yes No Yes 3.2.2.1 Data Entry Conventions The following are some basic EFMW data entry conventions: • • August 2007 In Internet Explorer, disabled fields are read-only and are colored gray. In Netscape, the field is read-only but is not displayed in gray. An asterisk to the right of the label name indicates a required field. (For example, “Mailing Street 1 *” is a required field.) 3-13 EDGAR Filer Manual (Volume I) • • • 3.2.2.2 Press the [Tab] key to move from field to field. (For this purpose, field level help counts as a field.) Field level help is available by clicking on the label. The [Exit Window] button will close the current data entry session and return to the EFMW Welcome page. Any data entered or attachments uploaded will be discarded. Data Entry Details Some significant details about the entry of the information on the Form ID application are described in the following sections. For each data portion of the data entry page there is a section and an associated screen shot. Note that the electronic Form ID application is modeled after the paper Form ID and that any instructions regarding the data to be entered in a field on the paper form are applicable to the electronic form. 3.2.2.2.1 Applicant Information The Applicant Information section of the Form ID application is the first data entry section that is displayed on the page (equivalent to Part I of the paper form). This information is to be supplied by all applicants. The filer attributes are the first items in this section (before the Name of Applicant/Individual) and are critical to the data entry process as they control the data entry fields that are available on the page. It is recommended that the filer attributes be specified before any other data and that an effort is made to ensure that they are correct: changing them after data has been entered in other fields may result in data being lost.7 When the page is first displayed, the filer attributes are set to {“Filer” and “Company”}. The Name of Applicant or Name of Individual is the first data entry field after the filer attributes. The difference between the two is that the Name of Applicant is used for companies only and consists of a single component, while the Name of Individual is used for individuals only and consists of four components, one each for Last Name, First Name, Middle Name, and Suffix. As stated on the web page, the Name will be conformed according to the EDGAR standards. (See APPENDIX C, AUTOMATED NAME CONFORMANCE RULES , for details of these conformance rules.) These standards may be viewed online by clicking the link in the Note above the data entry field. The process of automatic name conformance cannot be turned off or otherwise prevented or avoided by the requestor or applicant. The Mailing Address is required and must be entered for all applicants. However, it may also be used for other addresses on the Form ID application (as described in the appropriate sections). The TIN is required whenever the applicant is a Company. However, a company that has applied for but has not yet received a TIN must enter “00-0000000” (zeroes). Remember to update your 7 Data in the “parts” that are common to the filer attributes settings will be preserved; however, data that exists in a “part” that is not needed based upon the new filer attribute setting is lost. For example, Filer (Company) requires the entry of Filer Information (Part II) – if you switch the filer attributes to Filer (Individual), any Filer Information that you may have entered is lost. EDGAR Filer Manual (Volume I) 3-14 August 2007 TIN when it is received. You must use the EDGAR Filing or OnlineForms/XML Website’s Edit Company Information capability to update the TIN in EDGAR. The TIN is not needed for Individuals and cannot be entered (the entry of a Social Security Number [SSN] is not required and is not supported). Note: The “applicant” is the company or individual who is required to file with the SEC, not necessarily the person who is filling in the form (although it could be). The term “requestor” is used to refer to the person who is filling in the form. August 2007 3-15 EDGAR Filer Manual (Volume I) Figure 3-7: EDGAR Form ID Page, Applicant Information EDGAR Filer Manual (Volume I) 3-16 August 2007 3.2.2.2.2 Filer Information The Filer Information section of the Form ID application is the second data entry section that is displayed on the page (equivalent to Part II of the paper form). This information can be supplied only for applicants that are companies. The “Doing Business As” Name is optional. If the filer is a foreign filer, an optional Foreign Name data entry field is also available. This name is intended for the name of the company in a non-English language but using only the subset of the standard ASCII (text) character set that is supported by EDGAR. The requestor must either explicitly enter the information required for the Business Address or check the “Business address same as mailing address” box. If the “Business address same as mailing address” box is checked, EDGAR will copy the Mailing Address information to the Business Address fields before submitting the Form ID application (this action is not immediate). When this box is checked, the Business Address data entry fields are disabled (grayed out with Internet Explorer). Figure 3-8: EDGAR Form ID Page, Filer Information 3.2.2.2.3 Contact for EDGAR Information The Contact for EDGAR Information, Inquiries, and Access Codes section of the Form ID application is the third data entry section that is displayed on the page (equivalent to Part III of the paper form). This information must be supplied for all applicants. August 2007 3-17 EDGAR Filer Manual (Volume I) The Contact Address is required if any part of the address is different from the Mailing Address. If the Contact Address is identical to the Mailing Address, the requestor may check the “Contact address same as mailing address” box and EDGAR will copy the Mailing Address information to the Contact Address fields before submitting the Form ID application. When this box is checked, the Contact Address data entry fields are disabled (grayed out with Internet Explorer). The E-Mail Address is critical to communications between the applicant and EDGAR and its validity is critical to success. This is because notifications (messages) are sent from EDGAR to this e-mail address. For example, an e-mail notification is sent to the applicant after his or her Form ID application is processed by the SEC – if the application is rejected, there is no other way for the SEC to contact the applicant. (Subsequent notifications may be retrieved from the EDGAR Filing or OnlineForms/XML Websites). Figure 3-9: EDGAR Form ID Page, Contact for EDGAR Information Note that our rules require that you keep this information current. After your Form ID application is accepted and you have your EDGAR access codes, you can use the Edit Company Information capability of the EDGAR Filing or OnlineForms/XML Websites to update this information as required. 3.2.2.2.4 Contact for SEC Account Information The Contact for SEC Account Information and Billing Invoices section of the Form ID application is the fourth data entry section that is displayed upon the page (equivalent to Part IV of the paper form). This information is to be supplied for all Filers and Filing Agents. EDGAR Filer Manual (Volume I) 3-18 August 2007 The Contact Address is required if any part of the address is different from the Mailing Address. If the Contact Address is identical to the Mailing Address, the requestor may check the “Contact address same as mailing address” box and EDGAR will copy the Mailing Address information to the Contact Address fields before submitting the Form ID application. When this box is checked, the Contact Address data entry fields are disabled (grayed out with Internet Explorer). Figure 3-10: EDGAR Form ID Page, Contact for SEC Account Information 3.2.2.2.5 Signature The Signature Information section of the Form ID application is the fifth data entry section that is displayed upon the page (equivalent to Part V of the paper form). This information is to be supplied for all applicants. If the applicant is a company, a duly authorized person - such as a partner, president, treasurer, corporate secretary, officer, or director - must sign the Form ID application. Individuals may have someone with their power of attorney sign the Form ID application. Filing agents such as financial printers cannot sign this form on behalf of the issuer unless they are specifically authorized to do so in writing. The written documentation must be attached to the Form ID application. Refer to Section 3.2.3.2, Assembling the Form ID Submission. The Signature that is entered is the text equivalent of the signer’s manual legal signature. For example, if Tobias Alowicious Smith uses “T. A. Smith” as his legal signature, the requestor would enter “T. A. Smith” in this data entry field. Note that the Signature is for the applicant, the authorized representative of an applicant that is not an individual, or the individual authorized to sign by the individual applicant or authorized representative, which is not necessarily the person who is filling in the form (although they could be the same). The Title/Position is required only when the applicant is a company. August 2007 3-19 EDGAR Filer Manual (Volume I) Figure 3-11: EDGAR Form ID Page, Signature Information 3.2.3 Assembling and Submitting the Form ID Application After you have entered all of the required data on the Form ID application, you are ready to complete the process and submit the Form ID application to the SEC for acceptance. You must do the following to finish the process: • • • • 3.2.3.1 Correct any errors Upload any attachments Define a passphrase Submit the completed Form ID application Verifying the Form ID Application Note: The figures in this section all contain sample data. Each figure represents the type of data that can be entered on the Form ID application. The figures are provided as examples of what you will see; your data will be different. The next step in the process is to complete the Form ID data entry phase. This is accomplished as follows: 1. Click the [Continue] button (Figure 3-11: EDGAR Form ID Page, Signature Information). EDGAR validates the format and syntax of the information that you provided in the Form ID application (you are responsible for confirming the accuracy of all information submitted in the Form). If there are errors in the information provided (such as missing required fields), your Form ID application with the errors highlighted will be displayed (Figure 3-12: EDGAR Form ID, Errors (Top)). Follow the instructions on the screen to correct the errors, and then click the [Continue] button. Your updated Form ID application will be revalidated; if errors EDGAR Filer Manual (Volume I) 3-20 August 2007 remain, your updated Form ID application with any errors is displayed. You must correct all errors to proceed past this point. For example, the following errors are marked in Figure 3-12: ◊ ◊ Mailing State/Country is missing (required field) Phone [Telephone Number] is not in the correct format Figure 3-12: EDGAR Form ID, Errors (Top) August 2007 3-21 EDGAR Filer Manual (Volume I) 2. If there are no errors in your Form ID application and the name conformance process changes your Name, a dialog box appears (Figure 3-13: EDGAR Form ID, Conformed Name Dialog). The dialog box gives you the conformed Name of Applicant that will be used when your Form ID application is submitted. Click the [OK] button in the Conformed Name dialog box after you have reviewed the information. Figure 3-13: EDGAR Form ID, Conformed Name Dialog 3. The EFMW Form ID Application Confirmation page appears (Figure 3-14: EDGAR Form ID Application Confirmation Page (Top)). This page allows you to review the information that will be sent to EDGAR after you submit this Form ID application. It also provides a way for you to edit any incorrect information (except for the conformed Name of Applicant), to upload/delete attachments and to define a passphrase. EDGAR Filer Manual (Volume I) 3-22 August 2007 Figure 3-14: EDGAR Form ID Application Confirmation Page (Top) If you want to change any of the data displayed on the EFMW Form ID Application Confirmation page, click the [Edit Form ID] button in the middle of the page (Figure 3-15: EDGAR Form ID Application Confirmation Page (Middle)). August 2007 3-23 EDGAR Filer Manual (Volume I) Figure 3-15: EDGAR Form ID Application Confirmation Page (Middle) The EFMW Form ID application page appears (Figure 3-16: EDGAR Form ID Application Edit (Top)), prefilled with the data from your original Form ID application. Change any of the data that you want, and then click the [Continue] button. Your updated Form ID application will be reverified; if errors remain, your updated Form ID application with any errors is displayed (Figure 3-12: EDGAR Form ID, Errors (Top)). EDGAR Filer Manual (Volume I) 3-24 August 2007 Figure 3-16: EDGAR Form ID Application Edit (Top) 3.2.3.2 Assembling the Form ID Submission The Form ID application may include attachments (such as a Power of Attorney). To assemble the Form ID submission (i.e., associate any attachments with your Form ID application), you must upload them to EDGAR (if you do not need to associate attachments with your Form ID application, skip this step). 1. If you want to add or delete an attachment, click the [Upload/Delete Attachments] button in the middle of the page (Figure 3-15: EDGAR Form ID Application Confirmation Page (Middle)). The EFMW Upload/Delete Attachment(s) page appears (Figure 3-17: EDGAR Form ID Upload/Delete Attachment(s) Page). This page displays a table of the uploaded attachments and allows you to manage the attachments associated with your Form ID application. August 2007 3-25 EDGAR Filer Manual (Volume I) Figure 3-17: EDGAR Form ID Upload/Delete Attachment(s) Page To add an attachment, click the [Upload Attachment] button (any attachments you plan to include should already have been prepared and saved in the appropriate format prior to assembling your Form ID submission. ASCII [*.txt file extension] and HTML [*.htm file extension] are accepted; PDF and graphic formats are not accepted). The Upload Attachment page appears (Figure 3-18: EDGAR Form ID Upload Attachment Page). Enter the appropriate information in the data entry fields, and then click the [Upload] button (to return to the Upload/Delete Attachment(s) page without uploading an attachment, click on the [Cancel] button). The EFMW Upload/Delete Attachment(s) page appears (Figure 3-17: EDGAR Form ID Upload/Delete Attachment(s) Page) with your new attachment displayed in the table. EDGAR Filer Manual (Volume I) 3-26 August 2007 Figure 3-18: EDGAR Form ID Upload Attachment Page To delete an attachment, select the radio button to the left of the attachment you wish to delete and click on the [Delete Attachment] button. The selected attachment will be discarded and its entry in the table on the Upload/Delete Attachment(s) page will be removed. The EFMW Upload/Delete Attachment(s) page appears (Figure 3-17) with your new attachment displayed in the table. Continue to add or delete attachments until you are satisfied, and then click the [OK] button to return to the Form ID Application Confirmation page. 3.2.4 Defining a Passphrase The passphrase is a new EDGAR security code that is used to generate (or regenerate) the EDGAR access codes needed to make filings via EDGAR with the SEC. The passphrase is not used to log on to the EDGAR Filing or OnlineForms/XML Websites. The passphrase allows a filer to generate a new set of EDGAR access codes if/when they are forgotten. (Refer to Section 4.1.1, Requesting an EDGAR Passphrase, for more information.) It is important to remember that the passphrase and the EDGAR access codes are not assigned to the requestor of the Form ID, but to the applicant. August 2007 3-27 EDGAR Filer Manual (Volume I) The last step prior to submitting your Form ID application to the SEC is to specify a passphrase. Please remember your passphrase. For security reasons, it cannot be recovered after the Form ID application window has been exited. Note: Defining a passphrase must be the last step before submitting a Form ID application to the SEC. If you enter a passphrase and then click on the [Edit Form ID] or [Upload/Delete Attachments] button, the passphrase is discarded. This sequence of steps helps ensure the security of the passphrase. 1. To specify your passphrase, enter it in the data entry fields near the bottom of the Form ID Application Confirmation page (Figure 3-19: EDGAR Form ID Application Confirmation Page (Bottom)). For security reasons, your passphrase must be eight characters in length and contain at least one digit and one character from the set {@, #, *, $}. Figure 3-19: EDGAR Form ID Application Confirmation Page (Bottom) 3.2.4.1 Submitting a Form ID Application After completing and editing your Form ID application, adding any attachments and specifying a passphrase, you are ready to submit the Form ID application to the SEC. Consider this step carefully: You cannot easily retract the Form ID application after it has been submitted. If you decide that you do not want to submit the Form ID application, close the browser window by clicking the [Exit Window] button at the bottom of the Form ID Application Confirmation page. If you close the window, all of the data that you have entered on the Form ID application and any attachments will be discarded. EDGAR Filer Manual (Volume I) 3-28 August 2007 1. To submit your Form ID application, click the [Submit Form ID] button at the bottom of the Form ID Application Confirmation page (Figure 3-19). A dialog box appears (Figure 3-20: EDGAR Form ID, Submittal Dialog) asking you to confirm that you want to submit the Form ID application. If you do not want to submit it, click the [Cancel] button and the dialog box will disappear; otherwise, click the [OK] button to submit the Form ID application to the SEC. Figure 3-20: EDGAR Form ID, Submittal Dialog Note: After you click the [OK] button, the Form ID application is submitted to the automated submission processing portion of the EDGAR system. This is the start of the acceptance process; your subsequent actions in this browser window will not affect this process. However, the acceptance process cannot be completed until you submit authentication documentation to the Branch of Filer Support. Refer to Section 4.1.1.2, Authentication Documentation, for more information. The EFMW Form ID Application Acknowledgment page appears (Figure 3-21: EDGAR Form ID Application Acknowledgment Page). This page provides the Accession Number for the submission (use this number when referring to this submission) and lists the Form ID information that was submitted). Note: The Accession Number is a unique code assigned to your Form ID submission. It has a format of: 9999999996-[Year]-[Sequence Number] Click the [Print Window] button near the bottom of the page to print this page to make a copy for your records and to use as your Authentication documentation. August 2007 3-29 EDGAR Filer Manual (Volume I) Figure 3-21: EDGAR Form ID Application Acknowledgment Page 2. Click the [Exit Window] button near the bottom of the Form ID Application Confirmation page to finish the process by closing the browser window. A dialog box appears (Figure 3-22: EDGAR Form ID, Exit Window Dialog) asking you to confirm that you want to exit the browser window. If you do not want to exit, click the [Cancel] button and the dialog box will disappear; otherwise, click the [OK] button and the browser window will be closed and the EDGAR Filer Manual (Volume I) 3-30 August 2007 previously entered Form ID information and any attachments (documents) will be discarded. Figure 3-22: EDGAR Form ID, Exit Window Dialog 3.2.4.2 Starting Another Form ID Application If you would like to start another Form ID application, directly from the Form ID Application Acknowledgment page, click one of the buttons provided for this purpose near the bottom of the page (Figure 3-21: EDGAR Form ID Application Acknowledgment Page). 3.2.4.2.1 Create New, Blank Form ID This option returns you to the Form ID Application page (in the same browser window) and deletes all of the data that you had previously entered. Use this capability when you need to submit another Form ID application for a company or person whose information is different from that previously entered. 1. Click the [Create New, Blank Form ID] button near the bottom of the Form ID Application Confirmation page. A dialog box appears (Figure 3-23: EDGAR Form ID, New Blank Form Dialog) warning you that the previously entered Form ID information and any attachments (documents) will be cleared if you continue. If this is not your desire, click the [Cancel] button on the dialog box. Figure 3-23: EDGAR Form ID, New Blank Form Dialog If you would like to start a new, blank Form ID application, click the [OK] button on the dialog box. The EFMW Apply for EDGAR Access (New) page appears in the same browser window without any of the previously entered data. Follow the previous instructions (Section 3.2, New SEC Filer: Applying for EDGAR Access) to compose and submit this new Form ID application. August 2007 3-31 EDGAR Filer Manual (Volume I) 3.2.4.2.2 Create New, Pre-filled Form ID After submitting one Form ID application, the Create New, Pre-Filled Form ID option returns you to the Form ID Application page (in the same browser window) and prefills all of the data entry fields with the data that you had previously entered, except for the Name of Applicant or Name of Individual (as appropriate). Use this capability when you need to submit another Form ID application for a company or person whose information is materially the same as that previously entered. 1. Click the [Create New, Pre-filled Form ID] button near the bottom of the Form ID Application Confirmation page. A dialog box appears (Figure 3-24: EDGAR Form ID, New Pre-filled Form Dialog) warning you that the previously entered Form ID information and any attachments (documents) will be retained if you continue. If this is not your desire, click the [Cancel] button on the dialog box. Figure 3-24: EDGAR Form ID, New Pre-filled Form Dialog If you would like to start a new, prefilled Form ID application, click the [OK] button on the dialog box. The EFMW Apply for EDGAR Access (New) page appears in the same browser window with all of the previously entered data except for the Name (which is empty). Follow the previous instructions (Section 3.2, New SEC Filer: Applying for EDGAR Access) for composing and submitting this new Form ID application. 3.2.5 Authentication Documentation The Form ID application must be supplemented with additional verification to help ensure that the application is authentic. Accordingly, the applicant is required to file with the SEC in paper by fax within two business days before or after electronically filing Form ID a manually signed and notarized document, manually signed by the applicant over its typed signature, that includes the information contained in the Form ID filed or to be filed and confirms the authenticity of the Form ID. If we do not receive the fax within this period, we will reject the application and the applicant will need to reapply. EDGAR Filer Manual (Volume I) 3-32 August 2007 3.2.6 Application Acceptance and Applicant Notification After the SEC receives both the electronic Form ID application and the associated authentication documentation, the SEC will review and accept or reject the information provided on the Form ID. This is a manual process that is not immediate and that may require a day or more to complete. A notification message stating the SEC’s disposition of the application will be sent to the e-mail address provided in the “Contact for EDGAR Information” part of the Form ID. The disposition will be either “accepted” or “rejected.” If the application was accepted, the e-mail message will include but will not be limited to the following information: • • • • Text saying that the Form ID was accepted by the SEC The new Central Index Key [CIK] Basic directions for how to generate EDGAR access codes The URL of the EDGAR Filer Management Website If the application was rejected, the e-mail message will include but will not be limited to the following information: • • • 3.3 Text saying that the Form ID was rejected by the SEC The reason that the application was rejected Basic instructions on how to resolve the issues Current SEC Filer: Applying for EDGAR Access This section explains the process of applying for access to EDGAR for applicants who are currently filing with the SEC, unless they seek to file in a different capacity (e.g., “individual,” “filing agent,” or “training agent”). Other filers should follow the instructions in Section 3.2, New SEC Filer: Applying for EDGAR Access. 3.3.1 Current Paper Only Filer Note: The “applicant” is the company or individual who is required to file with the SEC, not necessarily the person who is filling in the form (although it could be). The term “requestor” is used to refer to the person who is filling in the form. This section outlines the process for composing and submitting an EDGAR access request using the EFMW when the applicant currently makes paper filings (only) with the SEC and wants to start to file electronically. Before beginning, ensure that you know the Central Index Key (CIK) of the applicant. If you do not know the CIK, you can look up the applicant by name by connecting to the EDGAR Company Database at URL http://www.edgarcompany.sec.gov August 2007 3-33 EDGAR Filer Manual (Volume I) and clicking the [Company Search] button. The CIK is one of the items returned by querying this database. 3.3.1.1 Converting from Paper to Electronic Filer The first step for composing an EDGAR access request is to bring up the EDGAR access request data entry form. This is accomplished as follows: 1. Connect to the EFMW Welcome page. (Refer to Section 3.1.2, Accessing the EDGAR Filer Management Website.) 2. Click on Convert Paper Only Filer to Electronic Filer in the menu bar. 3. A new browser window opens and the data entry page for the EDGAR access request appears (Figure 3-25: EDGAR Convert Paper Only Filer to Electronic Filer Page). Refer to Section 3.2.2.1, Data Entry Conventions, for the standards used on all of the EFMW pages. 4. Enter the required data (CIK, passphrase and e-mail address) Refer to Section 3.2.4, Defining a Passphrase, for more detailed description of the passphrase. For security reasons, the passphrase must be eight characters in length and contain at least one digit and one character from the following list: @, #, *, $. 5. Click on the [Convert to Electronic] button near the bottom of the page when you are satisfied with the data that you entered. EDGAR Filer Manual (Volume I) 3-34 August 2007 Figure 3-25: EDGAR Convert Paper Only Filer to Electronic Filer Page A dialog box appears (Figure 3-26: EDGAR Convert to Electronic Filer, “Continue” Dialog) asking you to confirm that you want to submit the request. If you do not want to submit the request, click the [Cancel] button and the dialog box will disappear; otherwise, click the [OK] button. August 2007 3-35 EDGAR Filer Manual (Volume I) Figure 3-26: EDGAR Convert to Electronic Filer, “Continue” Dialog Note: After you click the [OK] button, the Convert Paper Only Filer to Electronic Filer request is submitted to the automated submission processing portion of the EDGAR system. This is the start of the acceptance process; your subsequent actions in this browser window will not affect this process. However, the acceptance process cannot be completed until you submit authentication documentation to the SEC – refer to Section 3.3.1.2, Authentication Documentation, for more information. The EFMW Convert Paper Only Filer to Electronic Filer Acknowledgment page appears (Figure 3-27: EDGAR Convert Paper Only Filer to Electronic Filer Acknowledgment Page). This page provides the Accession Number for the submission - use this number when referring to this submission. Figure 3-27: EDGAR Convert Paper Only Filer to Electronic Filer Acknowledgment Page Click the [Print Window] button near the bottom of the page to print this page to make a copy for your records. 6. Click the [Exit Window] button to complete the process by closing the browser window. No confirming dialog box is displayed - the browser window is just closed. EDGAR Filer Manual (Volume I) 3-36 August 2007 Once this page is printed, you may use it to satisfy the SEC’s authentication requirements. 3.3.1.2 Authentication Documentation The Convert Paper Only Filer to Electronic Filer request must be supplemented with additional verification to help ensure that the request is authentic. Accordingly, the filer is required to file with the SEC in paper by fax within two business days after electronically filing the request a notarized document, manually signed by the filer over its printed or typed signature that includes the information identified in this section and confirms the authenticity of the request. If we do not receive the fax within this period, we will reject the request and the requestor will need to reapply. The authentication documentation should include the following information: • • • • • • • 3.3.1.3 CIK Name associated with that CIK Name of the contact person for purposes of this request Acknowledgement accession number Contact person on database Contact telephone number on database Printed or typed signature of authorized person Request Acceptance and Applicant Notification After the SEC receives both the electronic Convert Paper Only Filer to Electronic Filer request and the associated Authentication documentation, the SEC will authenticate the information provided on the Convert Paper Only Filer to Electronic Filer request. A notification message stating the SEC’s disposition of the request will be sent to the e-mail address provided in the request. The disposition will be either “accepted” or “rejected.” If the request is accepted, the e-mail message will include but will not be limited to the following information: • • • • • Text saying that the request was accepted by the SEC Text stating that the specified passphrase was activated Basic directions for how to generate EDGAR access codes Instructions on how to review and update your company information (e.g., Business Address) to ensure that it is accurate and up-to-date The URL of the EDGAR Filer Management Website If the request is rejected, the e-mail message will include but will not be limited to the following information: • • • August 2007 Text saying that the request was rejected by the SEC The reason that the request was rejected Basic instructions on how to resolve the issue 3-37 EDGAR Filer Manual (Volume I) 3.3.2 New Serial Company Note: The “applicant” is the company or individual who is required to file with the SEC, not necessarily the person who is filling in the form (although it could be). The term “requestor” is used to refer to the person who is filling in the form. A serial company is created as a result of a “parent” company filing a Form 424B8, using a serial tag, with the SEC. When the 424B submission is accepted by the SEC, the serial company is created in EDGAR and a [new] CIK is assigned. However, the act of creating the serial company in EDGAR does not automatically result in EDGAR access for the new company: the new serial company must request access to EDGAR. This section outlines the process for composing and submitting an EDGAR access request using the EFMW when the applicant is a newly created serial company. Before beginning, ensure that you know the Central Index Key (CIK) of the applicant (it will be specified in the notification message sent to the parent company by EDGAR after the SEC accepts the Form 424B). If you do not know the CIK, you can look up the serial company by name using the EDGAR Company Database at URL: http://www.edgarcompany.sec.gov and clicking the [Company Search] button. The CIK is one of the items returned by querying this database. Note: The EDGAR Company Database is updated nightly so it will be populated with the new serial company’s CIK no earlier than the day after the 424B that created it is accepted. 3.3.2.1 Composing the New Serial Company Access Request The first step for composing an EDGAR access request is to bring up the EDGAR access request data entry form. This is accomplished as follows: 1. Connect to the EFMW Welcome page. (Refer to Section 3.1.2, Accessing the EDGAR Filer Management Website.) 2. Click on EDGAR Access for New Serial Companies in the menu bar. 3. A new browser window opens and the data entry page for the EDGAR access request appears (Figure 3-28: EDGAR Access for New Serial Companies Page). Refer to Section 3.2.2.1, Data Entry Conventions, for the standards used on all of the EFMW pages. 8 “424B” is a shorthand reference for Forms 424B1, 424B2, 424B3, 424B4, 424B5, 424B6 and 424B7. EDGAR Filer Manual (Volume I) 3-38 August 2007 Figure 3-28: EDGAR Access for New Serial Companies Page 4. Enter the required data (CIK, passphrase and e-mail address) Refer to Section 3.2.4, Defining a Passphrase, for a more detailed description of the passphrase. For security reasons, the passphrase must be at least eight characters in length and contain at least one digit and one character from the set {@, #, *, $}. 5. Click on the [Submit Serial Company Request] button near the bottom of the page when you are satisfied with the data that you entered. A dialog box appears (Figure 3-29: EDGAR New Serial Company Access, “Continue” Dialog) asking you to confirm that you want to submit the request. If August 2007 3-39 EDGAR Filer Manual (Volume I) you do not want to submit the request, click the [Cancel] button and the dialog box will disappear; otherwise, click the [OK] button. Figure 3-29: EDGAR New Serial Company Access, “Continue” Dialog Note: After you click the [OK] button, the EDGAR Access for New Serial Companies request is submitted to the automated submission processing portion of the EDGAR system. This is the start of the acceptance process; your subsequent actions in this browser window will not affect this process. However, the acceptance process cannot be completed until you submit Authentication documentation to the SEC. Refer to Section 4.1.1.2, Authentication Documentation, for more information. The EFMW EDGAR Access for New Serial Companies Acknowledgment page appears (Figure 3-30: EDGAR Access for New Serial Companies Acknowledgment Page). This page provides the Accession Number for the submission - use this number in the future when referring to this submission. Figure 3-30: EDGAR Access for New Serial Companies Acknowledgment Page Note: The Accession Number is a unique code assigned to your Form ID submission. It has a format of: 9999999996-[Year]-[Sequence Number] Click the [Print Window] button near the bottom of the page to print this page for your records. EDGAR Filer Manual (Volume I) 3-40 August 2007 Once this page is printed, you may use it to satisfy the SEC’s authentication requirements. 6. Click the [Exit Window] button to finish the process by closing the browser window. No confirming dialog box is displayed - the browser window is just closed. 3.3.2.2 Authentication Documentation The EDGAR Access for New Serial Companies request must be supplemented with additional verification to help ensure that the request is authentic. Accordingly, the filer is required to file with the SEC in paper by fax within two business days after electronically filing the request a notarized document, manually signed by the filer over its printed or typed signature, that includes the information identified here and confirms the authenticity of the request. If we do not receive the fax within this period, we will reject the request and the requestor will need to reapply. The authentication documentation should include the following information: • • • • • • • • 3.3.2.3 CIK Name associated with that CIK Name of the contact person for purposes of this request Acknowledgement accession number Contact person of the parent company on database Contact telephone number of the parent company on database Accession number of the 424B filing that created the serial company Printed or typed signature of authorized person E-mail Notification of Acceptance or Rejection After the SEC receives both the electronic EDGAR Access for New Serial Companies request and the associated Authentication documentation, the SEC will authenticate the information provided on the EDGAR Access for New Serial Companies request. A notification message stating the SEC’s disposition of the request will be sent to the e-mail address provided in the request. The disposition will be either “accepted” or “rejected.” If the request is accepted, the e-mail message will include but will not be limited to the following information: • • • • Text saying that the request was accepted by the SEC Text stating that the specified passphrase was activated Basic directions for how to generate EDGAR access codes The URL of the EDGAR Filer Management Website If the request is rejected, the e-mail message will include but will not be limited to the following information: • • August 2007 Text saying that the request was rejected by the SEC The reason that the request was rejected 3-41 EDGAR Filer Manual (Volume I) • 3.4 Basic instructions on how to resolve the issue Creating an Asset Backed Securities Issuing Entity Request Asset-Backed Securities (ABS) Issuing Entities Creation allows an Asset-Backed Securities Depositor to request the creation of up to 100 related Issuing Entities. The depositor must have a SIC code 6189 in order to initiate this request. Note: It is advisable to limit the number of companies specified in any one request. If there is a problem with the appropriateness of one of the names of the Issuing Entities, your request may be rejected. If this happens, then you must resubmit your entire request. Once you have logged into EDGAR and accessed the Retrieve/Edit Company and Submission Data page, you can prepare a request to create ABS Issuing Entities: 1. Login to EDGAR. 2. When you reach the EDGAR Welcome page, click on Retrieve/Edit Data. 3. Figure 3-31: Retrieve/Edit Data Page appears and prompts you for your CIK and CCC information: ◊ Enter your CIK in the CIK field and press [Tab]. ◊ Enter your CCC in the CCC field. ◊ Click on the [Continue] button. Figure 3-31: Retrieve/Edit Data Page Figure 3-32: Retrieve/Edit Company and Submission Data Page appears. EDGAR Filer Manual (Volume I) 3-42 August 2007 Figure 3-32: Retrieve/Edit Company and Submission Data Page 4. Click on Request Asset-Backed Securities (ABS) Issuing Entities Creation. The Add ABS Issuing Entities page appears as shown in Figure 3-33: Add ABS Issuing Entities Page. August 2007 3-43 EDGAR Filer Manual (Volume I) Figure 3-33: Add ABS Issuing Entities Page 5. For each Issuing Entity to be created you must provide the following information: ◊ Company Name Note: The “Company Name” must be in English! Also, the value that you enter will be conformed to meet EDGAR standards. These standards can be accessed by clicking on the link in the note above the Company Name field. ◊ ◊ ◊ E-mail Address Re-enter E-mail Address Passphrase Note: Your passphrase must be eight (8) characters long and must contain at least one digit and one of the following characters: @, #, *, or $. Please remember the passphrase as you type, as the passphrase will not be displayed. ◊ Re-enter Passphrase On this screen, required fields are indicated by an asterisk (*). If you do not fill in all required fields, you will be prompted with an error upon submission. If you want to cancel the changes, click on the [Cancel] button at any time. If you do cancel your request then you will lose all data you entered in the request. EDGAR Filer Manual (Volume I) 3-44 August 2007 6. Once you have completed the required information you can either add another company by clicking on the [Add Another Company] button or you can go on to the next step by clicking on the [OK] button. 7. When you click on the [OK] button the “Request ABS Issuing Entities Creation Information” page will be displayed showing each requested company with its conformed name and e-mail address as shown in Figure 3-34: Request ABS Issuing Entities Creation Information Page. Figure 3-34: Request ABS Issuing Entities Creation Information Page 8. From here you can choose to continue to add companies to your request, modify one of your entries that you entered as part of this request, delete one of your entries that you entered as part of this request, print your requested entries, or submit your request. Please note that requested information is not saved until you verify and submit your request. To verify and submit your request, click on the [Verify/Submit] button. When you click on the [Verify/Submit] button a Request ABS Issuing Entities Creation Confirmation screen will be displayed as shown in Figure 3-35: Request ABS Issuing Entities Creation Confirmation Page. August 2007 3-45 EDGAR Filer Manual (Volume I) Figure 3-35: Request ABS Issuing Entities Creation Confirmation Page 9. Carefully review your requested information, then either click on the [Confirm/Submit] button to submit your request or click on the [Continue Edit] button to return to the Request ABS Issuing Entities Creation Information screen. Note: Intentional misstatements or omissions of facts constitute federal criminal violations. See 18 U.S.C.1001. 10. When you click on the [Confirm/Submit] button the Request ABS Issuing Entities Creation Result screen will be displayed with the EDGAR accession number of your request displayed as shown in Figure 3-36: Request ABS Issuing Entities Creation Result Page. Figure 3-36: Request ABS Issuing Entities Creation Result Page 11. SEC’s Branch of Filer Support staff will review your request. They can reject any requested name if it is deemed unacceptable. Once Filer Support processes your request EDGAR will send a notification message to your email address and to the e-mail address of each requested Issuing Entity. If your request was accepted then the notification message would contain the CIK associated with each requested Issuing Entity name along with instructions on how the Issuing Entities can generate their EDGAR access codes. If your request was rejected then the notification message will contain the EDGAR Filer Manual (Volume I) 3-46 August 2007 reason why your request was rejected. You must re-submit another request to create AssetBacked Securities Issuing Entities addressing the issue in which the initial request was rejected and including all of the Issuing Entities and associated information that were entered on the initial request. 3.5 Examples of Notification Messages This section contains examples of the notification messages that EDGAR will send to the applicant/filer in response to a Form ID application, a Convert Paper Only Filer to Electronic Filer request and an EDGAR Access for New Serial Companies request. For each type of submission, examples of both an acceptance message and a rejection message are provided. These messages will be sent to the e-mail address specified by the requestor or to the filer’s email address of record. If they are associated with a valid CIK, they will also be posted to the EDGAR Filing and OnlineForms/XML Websites (the rejection message for a Form ID application will never be posted to these websites as a CIK does not exist for the applicant). Note: None of the data contained in these messages is real; it merely represents the type of data that would typically be contained in the message. Do not attempt to use any of this data with the EDGAR system. August 2007 3-47 EDGAR Filer Manual (Volume I) 3.5.1 Form ID Application Messages Figure 3-37: EDGAR Form ID Application Notification, Accepted EDGAR Filer Manual (Volume I) 3-48 August 2007 Figure 3-38: EDGAR Form ID Application Notification, Rejected August 2007 3-49 EDGAR Filer Manual (Volume I) 3.5.2 Convert Paper Only Filer to Electronic Filer Request Figure 3-39: EDGAR Convert to Electronic Filer Notification, Accepted EDGAR Filer Manual (Volume I) 3-50 August 2007 Figure 3-40: EDGAR Convert to Electronic Filer Notification, Rejected August 2007 3-51 EDGAR Filer Manual (Volume I) 3.5.3 EDGAR Access for New Serial Companies Request Figure 3-41: EDGAR New Serial Access Notification, Accepted EDGAR Filer Manual (Volume I) 3-52 August 2007 Figure 3-42: EDGAR New Serial Access Notification, Rejected August 2007 3-53 EDGAR Filer Manual (Volume I) 4. GENERATING EDGAR ACCESS CODES There are two methods for generating access codes on the EDGAR system. The first is to generate all of the codes when the EDGAR system has accepted your application for access. Generally, there are three situations when this process is used: • • • • For a new electronic filer. For an electronic filer who has forgotten their EDGAR access codes. For an electronic filer who wants to change EDGAR access codes for security purposes. For an electronic filer whose password has expired. Section 4.1, Generating All EDGAR Access Codes, explains generating a complete set of access codes. If your Form ID application for EDGAR access has not been accepted by the SEC, please refer to Section 3.2, New SEC Filer: Applying for EDGAR Access. If you are an existing filer and would like to change individual codes, either your CCC or Password, Section 4.1.3, Changing your CCC or Password, explains this process. Finally, some filers who have not logged onto the EDGAR system since the origination of passphrases may be asked to create a passphrase for the first time. Please see Section 4.1.4, Creating a Passphrase for the First Time, for details. The second method of generating access codes is to generate them individually. In Section 4.1.1, Requesting an EDGAR Passphrase, the process for requesting an EDGAR passphrase is described. 4.1 Generating All EDGAR Access Codes This section describes how to generate a complete set of EDGAR access codes (PMAC, password, and CCC). To perform this function, the filer must have a current, valid CIK and passphrase. You cannot obtain individual access codes using the EFMW, only a complete set. However, the EDGAR Filing and OnlineForms/XML Websites allow you to generate just a new password (if you know the filer’s PMAC) or just a new CCC (if you know the filer’s password). Please see later subsections for these details. As long as a filer’s EDGAR access codes are appropriately protected and kept current, this capability is not often needed. (The password expires yearly; the PMAC and CCC do not expire.) Before beginning, ensure that you know the Central Index Key (CIK) of the filer. (It will be specified in the notification message that was sent when the filer’s electronic Form ID application was accepted). If you do not know the CIK, you can look up the filer name in the EDGAR Company Database at URL: http://www.edgarcompany.sec.gov August 2007 4-1 EDGAR Filer Manual (Volume I) If you enter the Company Name and click the [Company Search] button to query the database, the CIK is one of the items returned. You must also know the filer’s passphrase. (The passphrase was specified in connection with the electronic Form ID application, on an Update Passphrase request, on a Convert Paper Only Filer to Electronic Filer request, or on an EDGAR Access for New Serial Companies request). The first step in generating a set of EDGAR access codes is to open the EDGAR Generate Access Codes data entry form. This is accomplished as follows: 1. Connect to the EFMW Welcome page. (Refer to Section 3.1.2, Accessing the EDGAR Filer Management Website.) 2. Click on Generate Access Codes (New/Replacement) in the menu bar. 3. A new browser window opens and the Generate Access Codes (New/Replacement) page appears (Figure 4-1: EDGAR Generate Access Codes (New/Replacement) Page). Refer to Section 3.2.2.1, Data Entry Conventions, for the standards used on all of the EFMW pages. Figure 4-1: EDGAR Generate Access Codes (New/Replacement) Page 4. Enter the required data (CIK and Passphrase). EDGAR Filer Manual (Volume I) 4-2 August 2007 5. Click on the [Generate Access Codes] button near the bottom of the page. A dialog box appears (Figure 4-2: EDGAR Generate Access Codes, “Continue” Dialog) asking you to confirm that you want to submit the request. If you do not want to submit the request, click the [Cancel] button and the dialog box will disappear; otherwise, click the [OK] button. Figure 4-2: EDGAR Generate Access Codes, “Continue” Dialog If you clicked the [OK] button, the EFMW Generate Access Codes Acknowledgment page appears (Figure 4-3: EDGAR Generate Access Codes Acknowledgment Page). This page provides the filer’s CIK and a set of new EDGAR access codes that are associated with that CIK. You should remember these codes, after you close this page there is no way to recover them – if you forget them, you will need to generate a new set. Figure 4-3: EDGAR Generate Access Codes Acknowledgment Page Note: The CIK and EDGAR access codes specified in Figure 4-3 are examples only; do not attempt to use these codes with EDGAR! 6. Click the [Exit Window] button to close the browser window and finish the process. No confirming dialog box is displayed – the browser window is just closed. August 2007 4-3 EDGAR Filer Manual (Volume I) 4.1.1 Requesting an EDGAR Passphrase This section describes how to request a new EDGAR passphrase for: • • A filer who has forgotten their passphrase. A filer who wants to change a passphrase for security purposes. Note that this capability is not needed as long as a filer’s passphrase and EDGAR access codes are appropriately protected and kept current (the password expires yearly; the passphrase, PMAC and CCC do not expire). 4.1.1.1 Composing the New Passphrase Request The first step for composing an EDGAR passphrase request is to bring up the EDGAR passphrase request data entry form. This is accomplished as follows: 1. Connect to the EFMW Welcome page. (Refer to Section 3.1.2, Accessing the EDGAR Filer Management Website.) 2. Click on Update Passphrase in the menu bar. 3. A new browser window opens and the data entry page for the Update Passphrase page appears (Figure 4-4: EDGAR Update Passphrase Page). Refer to Section 3.2.2.1, Data Entry Conventions, for the standards used on all of the EFMW pages, including this one. EDGAR Filer Manual (Volume I) 4-4 August 2007 Figure 4-4: EDGAR Update Passphrase Page 4. Enter the required data (CIK and passphrase) and a reason for making the request (optional). Refer to Section 3.2.4, Defining a Passphrase, for a more detailed description of the passphrase. For security reasons, the passphrase must be at least eight characters in length and contain at least one digit and one character from the set {@, #, *, $}. The Reason for Request data entry field is optional and allows you to enter freeform text explaining why the filer needs a new passphrase. This allows you to provide information that may help the SEC process your request. August 2007 4-5 EDGAR Filer Manual (Volume I) 5. Click on the [Update Passphrase] button near the bottom of the page when you are satisfied with the data that you entered. A dialog box appears (Figure 4-5: EDGAR Update Passphrase, “Continue” Dialog) asking you to confirm that you want to submit the request. If you do not want to submit the request, click the [Cancel] button and the dialog box will disappear; otherwise, click the [OK] button. Figure 4-5: EDGAR Update Passphrase, “Continue” Dialog Note: After you click the [OK] button, the EDGAR Update Passphrase request is submitted to the automated submission processing portion of the EDGAR system. This is the start of the acceptance process; your subsequent actions in this browser window will not affect this process. However, the acceptance process cannot be completed until you submit authentication documentation to the SEC – refer to Section 4.1.1.2, Authentication Documentation, for more information. The EFMW EDGAR Update Passphrase Acknowledgment page appears (Figure 4-6: EDGAR Update Passphrase Acknowledgment Page). This page provides the Accession Number for the submission, which uniquely identifies the submission and is used when referencing the submission. Figure 4-6: EDGAR Update Passphrase Acknowledgment Page EDGAR Filer Manual (Volume I) 4-6 August 2007 Click the [Print Window] button near the bottom of the page to print this page for your records. Once this page is printed, you may use it to satisfy the SEC’s authentication requirements. 6. Click the [Exit Window] button to finish the process by closing the browser window. An “are you sure” dialog box is not displayed; the browser window is just closed. 4.1.1.2 Authentication Documentation The Update Passphrase request must be supplemented with additional verification to help ensure that the request is authentic. Accordingly, the filer is required to file with the SEC in paper by fax within two business days after electronically filing the request a notarized document, manually signed by the filer over its printed or typed signature, that includes the information identified here and confirms the authenticity of the request. If we do not receive the fax within this period, we will reject the request and the requestor will need to reapply. The authentication documentation should include the following information: • • • • • • • 4.1.1.3 CIK Name associated with that CIK Name of the contact person for purposes of this request Acknowledgement accession number Contact person on database Contact telephone number on database Printed or typed signature of authorized person E-mail Acceptance or Rejection Notification After the SEC receives both the electronic EDGAR Update Passphrase request and the associated authentication documentation, the SEC will authenticate the information provided on the EDGAR Update Passphrase request. A notification message stating the SEC’s disposition of the request will be sent to the e-mail address provided in the request. The disposition will be either “accepted” or “rejected.” If the request is accepted, the e-mail message will include but will not be limited to the following information: • • • • Text stating that the request was accepted by the SEC Text stating that the specified passphrase was activated Basic directions for how to generate EDGAR access codes The URL of the EDGAR Filer Management Website If the request is rejected, the e-mail message will include but will not be limited to the following information: • • August 2007 Text saying that the request was rejected by the SEC The reason that the request was rejected 4-7 EDGAR Filer Manual (Volume I) • Basic instructions on how to resolve the issue These messages will be sent to filer’s e-mail address of record. If they are associated with a valid CIK, they will also be posted to the EDGAR Filing and OnlineForms/XML Websites. Note: None of the data contained in these messages is real; it merely represents the type of data that would typically be contained in the message. Do not attempt to use any of this data with the EDGAR system. EDGAR Filer Manual (Volume I) 4-8 August 2007 4.1.2 Update Passphrase Request Figure 4-7: EDGAR Update Passphrase Notification, Accepted August 2007 4-9 EDGAR Filer Manual (Volume I) Figure 4-8: EDGAR Update Passphrase Notification, Rejected EDGAR Filer Manual (Volume I) 4-10 August 2007 4.1.3 Changing your CCC or Password Usually, changing all of your access codes will not be required. A more routine procedure would be to change either your password or CCC. Your password allows you access to the EDGAR systems, including all websites. You should not share this password with anyone outside your company. It is appropriate to change your password under the following circumstances: • • • Key staff who held the password are no longer employed by your company You are concerned that your password has been given to outsiders Your company policies require the routine update of the password at intervals other than required by EDGAR. The CCC allows you the flexibility to permit others to file on your behalf, usually filing agents. It is prudent to change this code after another party submits each filing. This is especially important if you use more than one filing agent. If you do not follow this policy or do not use more than one agent, then at the very least, the code needs to be refreshed if you change filing agents. The integrity of this code is your responsibility; please do not give this code to anyone who does not need to use it on your behalf. Once on the main EDGAR Welcome page, if you need to change your access codes, click on Retrieve/Edit Data. The Change Company Password or CCC option has a page for you to select either of two options as shown in Figure 4-9: Change Company Password or CCC Page: • • Change Password Change CCC (CIK Confirmation Code) Click on the Change Company Password or CCC option on the Retrieve/Edit Data page, and this page will appear. August 2007 4-11 EDGAR Filer Manual (Volume I) Figure 4-9: Change Company Password or CCC Page Your EDGAR password is good for only twelve (12) months. Be sure you change your password on the EDGAR Filing Website before it expires. 4.1.3.1 Changing Your Password 1. Click on the Change Password link Change Company or CCC page. EDGAR Filer Manual (Volume I) 4-12 August 2007 Figure 4-10: Change Company Password Note: Your password must contain eight characters with at least one letter, one number, and one character from the following list: @, #, *, $. 2. When the Change Password page appears, enter the company’s CIK, Old Password, New Password, Confirm the New Password, and Password Modification Access Code (PMAC). 3. Click on the [Change Password] button. Figure 4-11: Change Password Results Page Note: All CCCs and passwords are case-sensitive and must be entered correctly. 4.1.3.2 Changing Your CCC (CIK Confirmation Code) You can change your CCC at anytime. To change your CCC: August 2007 4-13 EDGAR Filer Manual (Volume I) 1. Click on the Change CCC link on the Change Company or CCC page. 2. Enter your CIK, Password, new CCC, and Confirm New CCC. 3. Click on the [Change CCC] button. Figure 4-12: Change CCC (CIK Confirmation Code) Page Note: Your CCC must contain eight characters with at least one letter, one number, and one character from the following list: @, #, *, $. The Change CCC Results page appears, confirming your CCC change. This change is effected immediately on the EDGAR Filing Website. If you exit the site and try to login again, you must use the new CCC. Figure 4-13: Change CCC Results Page If you mistype your CIK or CCC, you may see the Invalid CIK/CCC error screen. Click the [Back] button on your browser and enter it again. If you are still having problems, please call Filer Support at (202) 551-8900 for help. EDGAR Filer Manual (Volume I) 4-14 August 2007 4.1.4 Creating a Passphrase for the First Time When logging into any of the EDGAR websites, if your CIK and password are valid and you have a passphrase, the Welcome page appears. Some filers, who have not logged into the system for a long time, may find that they have not yet created a passphrase since the introduction of this process on the EDGAR system. Filers will only have to follow this process once; however, the EDGAR system will not let you proceed until the passphrase has been created. The first screen you will see is shown in Figure 4-14: The EDGAR Create Passphrase Page. Figure 4-14: The EDGAR Create Passphrase Page 1. To define a passphrase, type it in the data entry fields provided. (The passphrase is not displayed and it is an important security code: typing it twice ensures that no typographical errors occur during entry.) 2. Enter your existing PMAC (doing so verifies that you have the right to define a passphrase). If you have forgotten your PMAC, contact our Filer Support Staff at (202) 551-8900 for help. 3. Click the [Create Passphrase] button. If your new passphrase is in the correct format (it must be in the same format as the PMAC) and the PMAC is valid for the CIK, the Create Passphrase Results page is displayed. (You will be informed of any errors in the data entered and will be required to correct them before you can proceed.) August 2007 4-15 EDGAR Filer Manual (Volume I) Figure 4-15: The EDGAR Create Passphrase Results Page 4. Click the [Continue to EDGAR Welcome] button. The Welcome page appears. Figure 4-16: The EDGAR Welcome Page (Top) Notes: • • • • If you mistype your password, EDGAR considers it an invalid password and access to EDGAR is denied. If you accidentally mistype the CIK or password, you can press the [Back] button to return to the Login page, and try again. If your CIK and password do not match those saved in the database, you will see an Invalid Login page. If you find you are getting the Invalid Login page and your CIK and password are entered correctly, please contact Filer Support at (202) 551-8900 for help. Additional error messages you may see are Password Login Expiration messages. There are two different types of messages: Login Password to Expire Soon or Login Password Expired. If your password expires soon or if your password has EDGAR Filer Manual (Volume I) 4-16 August 2007 • August 2007 expired within the last 10 days, EDGAR allows you to create a new password using your PMAC. If you have a passphrase, you can get a new set of EDGAR access codes (including a password) using the EDGAR Filer Management Website – even if your password has been expired for more than 10 days. If you need assistance, contact our Filer Support Staff at (202) 551-8900 for help. The passphrase is a security code and is used to generate EDGAR access codes. You must define a passphrase before you can access any of the EDGAR capabilities. 4-17 EDGAR Filer Manual (Volume I) 5. MAINTENANCE OF COMPANY DATA Once you have obtained your access codes and are a registered EDGAR filer, you should maintain your company data. This chapter will help you by illustrating the process of maintaining your data. 5.1 Login to EDGAR To enter or edit your company information, change your password or CCC, or check the status of a submission, you will need to login to EDGAR: 1. Connect to the Internet or activate a dial-up networking connection. 2. Go to the EDGAR Gateway: http://www.portal.edgarfiling.sec.gov 3. Click on the Are you an EDGARLink filer or would you like to create a new Asset-Backed Securities Issuing Entity? link. 4. The EDGAR Filing Website login page is displayed where you must enter your access data. 5. Click in the CIK field and enter your CIK. 6. Press [Tab] and enter your password. This is your login password, not your CCC, or PMAC. Your password is casesensitive. 7. Click the [Login to EDGAR] button. 8. The Create Passphrase page appears if your CIK and password are valid and you do not have a passphrase. Refer to Section 4.1.4, Creating a Passphrase for the First Time, if you are asked to create a passphrase. 9. If your CIK and password are valid and you have a passphrase, the Welcome page appears. 5.2 Accessing Submission and Company Information 1. When you reach the EDGAR Filing Website Welcome page, click on Retrieve/Edit Data in the menu on the left side of the page under the category “Information Exchange”. 2. The Retrieve/Edit Data page appears and prompts you for your CIK and CCC information: ◊ Enter your CIK in the CIK field and press [Tab]. ◊ Enter your CCC in the CCC field. ◊ Click on the [Continue] button. This page verifies that you have access to retrieve or edit information on the EDGAR system. August 2007 5-1 EDGAR Filer Manual (Volume I) Figure 5-1: Retrieve/Edit Data Page The next screen is the Retrieve/Edit Company and Submission Data page, which is shown in Figure 5-2: Retrieve/Edit Company and Submission Data Page. You can access the following functions from this page by clicking on the [Continue] button: • • • • • • • • Retrieve Submission Information Retrieve Company Information Retrieve Module/Segment Information Retrieve Return Copies Enter Series and Classes (Contracts) Information Request Asset-Backed Securities (ABS) Issuing Entities Creation Change Company Password or CCC Enter Another CIK/CCC You can use any of these functions to update your company information, CCC, or password via the EDGAR Filing Website. EDGAR Filer Manual (Volume I) 5-2 August 2007 Figure 5-2: Retrieve/Edit Company and Submission Data Page 5.3 Retrieve Company Information Another feature in EDGAR is the ability to retrieve and update your company information from the EDGAR Filing Website. (From EDGAR's perspective, every CIK belongs to a filing entity generally referred to as “company.” In this case, each reporting owner is a “company.”) Once you have logged into EDGAR and accessed the Company and Submission Information Retrieval page, you can retrieve your company information: 1. Click on Retrieve Company Information. The Company Information page appears. August 2007 5-3 EDGAR Filer Manual (Volume I) Figure 5-3: Company Information Page EDGAR Filer Manual (Volume I) 5-4 August 2007 Scroll down this page to review the company information EDGAR has stored. If any of this information is incorrect, you can change it by using the [Edit Company Information] button at the bottom. Note that only the information pertinent to you based upon your filer attributes (Filer Type and Company/Individual indicator) will be displayed. For example, if you are a “Filing Agent” or “Training Agent” the Filer Information section will not be displayed. Note: You cannot change your CIK. You can also print this page using your browser’s print function for future reference. For general company queries (including wildcard searches) please search the EDGAR Company database (http://www.edgarcompany.sec.gov). 5.4 Edit Company Information It is the obligation of the registrant to keep the company information on EDGAR current and valid. All changes to your company information are made immediately except for changes to your company's name. Our Filer Support staff needs to review any change to your company's name to ensure that it is appropriate. Once you have logged into EDGAR and accessed the Company and Submission Information Retrieval pag [Text truncated at 120,000 characters. The full text is on the page linked above.] --- Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Asec%3Ad7bd7d4a5cabe541. Public record. Not legal advice.